Announcement PDF ASX ANNOUNCEMENT – 17 September 2025 ASX: MRZ Commerce Resources Corp. Management Information Circular dispatched Mont Royal Resources Ltd (“Mont Royal” or “the Company”) (ASX: MRZ) is pleased to announce that the management information circular (“Circular”) in relation to the acquisition of 100% of the issued and outstanding common shares in Commerce Resources Corp. (TSX-V: CCE; OTCQX: CMRZF; FSE: D7H0) (“Commerce”) by Mont Royal, pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”), was dispatched to Commerce securityholders on 11 September 2025 (Toronto time). A copy of the Circular is attached to this announcement and can also be accessed under Commerce’s profile on SEDAR + at www.sedarplus.ca. The special meeting of Commerce shareholder to approve the Arrangement will be held on 10 October 2025 at 9:00am (Vancouver time) and, subject to satisfaction or waiver of all conditions precedent to the Arrangement, including obtaining the requisite approval of the Commerce shareholders, a final order from the British Columbia Supreme Court approving the Arrangement, and conditional acceptance of the TSX-V, it is anticipated that the Arrangement will be completed in October 2025. Sections 707(3) and 707(4) of the Corporations Act 2001 (Cth) (“the Act”) require Mont Royal to make disclosure under Part 6D.2 of the Act if any Mont Royal shares issued to Commerce shareholders under the Arrangement are to be sold within 12 months of their issue. However, Mont Royal has applied for relief from this requirement from the Australian Securities and Investments Commission (“ASIC”) so that Commerce shareholders who receive Mont Royal shares under the Arrangement may freely trade their Mont Royal shares within Australia (including on the ASX) without the need for such disclosure under Part 6D.2 of the Act (“the Relief”). It is anticipated that the Relief, if granted, will be conditional on, amongst other things, the Circular being provided to ASX for release to the market prior to any on-sale of Mont Royal shares issued under the Arrangement. It is intended that this condition will be satisfied by this announcement. Cautionary statement Mont Royal cautions that the Circular was prepared by Commerce in accordance with the requirements of applicable Canadian securities laws. This Circular includes, amongst other things, exploration results and a foreign mineral resource estimate at Commerce’s Ashram Project (“Foreign MRE”) which have reported in accordance with the National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101), defined in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards. The information in the Circular relating to the Foreign MRE has been previously disclosed by Mont Royal in accordance with Listing Rule 5.12 in its announcement of 10 April 2025 titled “Mont Royal to Merge with Commerce Resources”. In accordance with Listing Rule 5.13, Mont Royal confirms that it is not in possession of any new information or data referring to the Foreign MRE that materially impacts on the reliability of the estimate or its ability to verify the estimates as Mineral Resources under the 2012 Joint Ore Reserves Committee’s Australasian Code for Reporting of Mineral Resources and Ore Reserves (“JORC Code”) and that the supporting information included in the original announcement continues to apply and has not materially changed. Mont Royal Resources Ltd 3471-9734-6110v1 ACN: 625 237 658 Level 8, 2 Bligh Street Sydney NSW 2000 E: info@montroyalres.com www.montroyalres.com ASX: MRZ The Circular is disclosed solely for the purposes of satisfying the conditions of the Relief, on the assumption that the application will be granted by ASIC in due course. Mont Royal cautions investors against making investment decisions based on the exploration results reported in the Circular. This announcement has been authorized for release by the Board of Directors of Mont Royal. For and on behalf of the Board ENDS. Shaun Menezes | Company Secretary For Further Information: Peter Ruse Nicholas Read Investor and Media Relations Executive Director info@montroyalres.com +61 419 929 046 nicholas@readcorporate.com.au About Mont Royal Resources Mont Royal Resources Limited (ASX: MRZ) is an Australian company that owns 75% of Northern Lights Minerals tenement package located in the Upper Eastmain Greenstone belt. The projects are located in the emerging James Bay area, a Tier1 mining jurisdiction of Quebec, Canada, and are prospective for lithium, precious (Gold, Silver) and base metals mineralisation (Copper, Nickel). On 10 April 2025, Mont Royal announced the planned merger of the Company with Commerce Resources Corp. (“Commerce”) (TSXV: CCE, FSE: D7H0, OTCQX: CMRZF) (“Proposed Transaction”). Under the Proposed Transaction, Mont Royal and Commerce propose to combine their respective businesses in a merger transaction, pursuant to which, Mont Royal has agreed to acquire 100% of the issued and outstanding common shares of Commerce (“Commerce Shares”) by way of a court-approved Plan of Arrangement under the Business Corporate Act (British Columbia). For further information regarding Mont Royal Resources Limited, please visit the ASX platform (ASX: MRZ) or Mont Royal’s website www.montroyalres.com, for further information regarding the Proposed Transaction, copies of all relevant announcement are available here: https://montroyalres.com/investor-centre/ About Commerce Resources Commerce Resources Corp. is a junior mineral resource company focused on the development of the Ashram Rare Earth and Fluorspar Deposit located within their Eldor Property, in northern Quebec, Canada. The Ashram Deposit is characterized by simple rare earth (monazite, bastnaesite, xenotime) and gangue (carbonates) mineralogy, a large tonnage resource at favourable grade, and has demonstrated the production of high-grade (more than 30 – 45% TREO) mineral concentrates at high recovery (more than 60 – 75%) in line with active global producers. The Ashram Deposit also has a fluorspar component which makes it one of the largest potential sources of fluorspar in the world and could be a long-term supplier to the met-spar and acid-spar markets. Commerce is positioning itself to be one of the lowest cost rare earth producers globally, with a specific focus on being a long-term supplier of mixed rare earth carbonate and/or NdPr oxide to the global market. Additionally, Commerce is committed to exploring the potential of other high-value commodities on the Property such as niobium and phosphate minerals, which may help advance Ashram by reducing costs through shared development. For more information, please visit Commerce’s corporate website at www.commerceresources.com or email info@commerceresources.com. These materials are important and require your immediate attention. They require securityholders of Commerce Resources Corp. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal or other professional advisor. Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the transactions described in this information circular. NOTICE OF MEETING and MANAGEMENT INFORMATION CIRCULAR for the ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS to be held on October 10, 2025 dated as of September 4, 2025 The Board of Directors of Commerce Resources Corp. UNANIMOUSLY recommends that shareholders vote FOR the Arrangement Resolution. COMMERCE RESOURCES CORP. Suite 1450 - 789 West Pender Street Vancouver, BC Canada V6C 1H2 September 4, 2025 Dear CCE Shareholder: You are invited to attend an annual general and special meeting (the “Meeting”) of the holders (the “CCE Shareholders”) of common shares (“CCE Shares”) in the capital of Commerce Resources Corp. (“Commerce” or the “Corporation”), to be held at Suite 3000, 1055 Dunsmuir Street, Vancouver, British Columbia, Canada V7X 1K8 on October 10, 2025 at 9:00 a.m. (Vancouver time). At the Meeting, CCE Shareholders will be asked to consider and vote on a special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement (the “Plan of Arrangement”) pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “BCBCA”) (the “Arrangement”), subject to the terms and conditions of an arrangement agreement dated April 9, 2025, as amended on July 29, 2025, entered into between Commerce and Mont Royal Resources Limited (“Mont Royal”) (as may be amended, modified or supplemented from time to time, the “Arrangement Agreement”). The board of directors of the Corporation (the “CCE Board”) and the special committee established by the CCE Board (the “Special Committee”) have unanimously determined that the Arrangement is in the best interests of the Corporation and that the Arrangement is fair to the CCE Shareholders. The Special Committee unanimously recommended that the CCE Board approve the Arrangement and that the CCE Board recommend to CCE Shareholders that they vote FOR the Arrangement Resolution. However, the Arrangement can only proceed if, among other conditions, it receives the approval of not less than twothirds (66⅔%) of the votes cast on the Arrangement Resolution by CCE Shareholders in person or by proxy at the Meeting. The CCE Board unanimously recommends that CCE Shareholders vote FOR the Arrangement Resolution to approve the Arrangement. Under the Arrangement Agreement, the parties have agreed to effect the Arrangement, pursuant to which Mont Royal will acquire all of the issued and outstanding CCE Shares, and CCE Shareholders will be entitled to receive, for each CCE Share held immediately prior to the effective time of the Arrangement (the “Effective Time”), 2.3271 fully paid ordinary shares (the “Consideration”) in the capital of Mont Royal (each one whole share, a “MRZ Share”), prior to the consolidation of the MRZ Shares on the basis of 0.2195 post-consolidation MRZ Shares for each one (1) preconsolidation MRZ Share (the “MRZ Consolidation”). As a result of, and immediately following the completion of, the Arrangement, Commerce will be an indirect wholly owned subsidiary of Mont Royal and the former CCE Shareholders will be entitled to receive the Consideration for each CCE Share previously held by them immediately prior to the Effective Time (subject to rounding, as provided for in the Plan of Arrangement). Under the Arrangement, (a) each outstanding option to purchase CCE Shares granted under the CCE Plan (each, a “CCE Option”) that is outstanding immediately prior to the Effective Time will be exchanged for an option to purchase from Mont Royal 2.3271 pre-MRZ Consolidation MRZ Shares per underlying CCE Share, at an exercise price per MRZ Share equal to the quotient determined by dividing (i) the exercise price per CCE Share at which such CCE Option was exercisable immediately prior to the Effective Time, by (ii) 2.3271 and (b) each outstanding performance share unit of Commerce (“CCE PSUs”) granted under the CCE Plan that is outstanding immediately prior to the Effective Time will be exchanged for a performance right of Mont Royal exercisable to purchase from Mont Royal 2.3271 pre-MRZ Consolidation MRZ Shares per underlying CCE Share, all as more particularly provided for in the Plan of Arrangement. In addition, as a result of the Arrangement, (a) each warrant to purchase CCE Shares (each, a “CCE Warrant”) outstanding immediately prior to the Effective Time will, in accordance with the adjustment provisions of the - ii - certificates governing the CCE Warrants, entitle the holder to purchase from Mont Royal 2.3271 pre-MRZ Consolidation MRZ Shares per underlying CCE Share at an exercise price per MRZ Share equal to the quotient determined by dividing (i) the exercise price per CCE Share at which such CCE Warrant was exercisable immediately prior to the Effective Time, by (ii) 2.3271, as more particularly described in the Plan of Arrangement, and (b) the outstanding principal amount and interest owing under the secured convertible notes (the “CCE Convertible Notes”) shall convert into pre-MRZ Consolidation MRZ Shares in accordance with the terms and conditions of the CCE Convertible Notes. The MRZ Shares issuable pursuant to the exercise or conversion of the securities of MRZ issued in exchange for the CCE Options, CCE PSUs, CCE Warrants and CCE Convertible Notes will be subject to the MRZ Consolidation. The CCE Board unanimously recommends that CCE Shareholders vote FOR the Arrangement Resolution to approve the Arrangement. All of the directors, and certain shareholders of the Corporation have entered into agreements with Mont Royal to support the Arrangement. In reaching its conclusion that the Arrangement is fair to CCE Shareholders and that the Arrangement is in the best interests of the Corporation, the CCE Board and the Special Committee considered and relied upon a number of factors and reasons, including those described under the headings “Part 7 – The Arrangement – Background to the Arrangement”, “Part 7 – The Arrangement – Reasons for the Arrangement”, and “Part 7 – The Arrangement – Fairness Opinion” of the accompanying management information circular for the Meeting (the “Circular”). For the Arrangement to become effective, the Arrangement Resolution must first be approved at the Meeting by the affirmative vote of at least two-thirds (66⅔%) of the votes cast on the Arrangement Resolution by CCE Shareholders, (the “CCE Shareholder Approval”). The Arrangement is also subject to certain other conditions, including the approval of the British Columbia Supreme Court. The accompanying notice of annual general and special meeting and the Circular describe the Arrangement and also include certain additional information to assist you in considering how to vote on the Arrangement Resolution. You are urged to read this information carefully and, if you require assistance, to consult your financial, legal, tax or other professional advisors. In addition, at the Meeting, CCE Shareholders will also be asked: (i) to receive the audited financial statements of the Corporation for the year ended October 31, 2024, and the accompanying report of the auditors; (ii) to set the number of directors of the Corporation for the ensuing year at three (3); (iii) to elect Jeremy Robinson, Ian Graham and Adam Ritchie as directors of the Corporation to hold office until the next annual general meeting of the Corporation, or until such time as their successors are duly elected or appointed in accordance with the Corporation’s constating documents; (iv) to appoint DeVisser Gray LLP, Chartered Professional Accountants, as the auditors of the Corporation for the fiscal year ending October 31, 2025 and to authorize the directors of the Corporation to fix their remuneration; and (v) to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof. Your vote is important regardless of the number of CCE Shares that you own. Even if you are a registered holder of CCE Shares and plan to attend the Meeting, the CCE Board encourages you to take the time to consider and follow the instructions on the enclosed forms of proxy so that your CCE Shares can be voted at the Meeting in accordance with your instructions. We encourage you to use the internet or telephone voting options to ensure your vote is received prior to the voting deadline. Alternatively, you can complete, sign, date and return the enclosed form of proxy by mail. If you hold your CCE Shares through a broker, trustee, participant, financial institution, administrator of a selfadministered retirement savings plan, retirement income fund, education savings plan or other similar selfadministered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf or other intermediary, you will receive instructions from such intermediary, or Odyssey Trust Company on the intermediary’s behalf, on how to vote your CCE Shares. We encourage non-registered CCE Shareholders to carefully follow such instructions so that your CCE Shares can be voted at the Meeting. - iii - If you are a registered holder of CCE Shares, we encourage you to complete, sign, date and return the enclosed Letter of Transmittal, along with the share certificate(s) or Direct Registration System advice(s) representing your CCE Shares, to the depositary for the Arrangement, Odyssey Trust Company, at the address specified in the Letter of Transmittal. The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. It is recommended that you complete, sign and return the Letter of Transmittal (with accompanying CCE Share certificate(s) or Direct Registration System advice(s) if you are a registered holder of CCE Shares) to Odyssey Trust Company, the depositary for the Arrangement, as soon as possible. Subject to obtaining court approval and satisfying certain other conditions, including the CCE Shareholder Approval, it is anticipated that the Arrangement will be completed in October 2025, but no later than May 29, 2026, subject to an extension in accordance with the terms of the Arrangement Agreement, unless otherwise agreed to between Commerce and Mont Royal. Sincerely, On behalf of the CCE Board, (Signed) “Jeremy Robinson” Jeremy Robinson Director Commerce Resources Corp. - iv - COMMERCE RESOURCES CORP. Suite 1450 - 789 West Pender Street Vancouver, BC Canada V6C 1H2 NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE is hereby given that an annual general and special meeting (the “Meeting”) of the holders (“CCE Shareholders”) of common shares (“CCE Shares”) of Commerce Resources Corp. (the “Corporation” or “Commerce”) will be held at the offices of Commerce located at Suite 3000 – 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1K8 Canada on October 10, 2025 at 9:00 a.m. (Vancouver time), for the following purposes: 1. To consider, pursuant to an interim order of the British Columbia Supreme Court dated September 4, 2025 (the “Interim Order”), and, if thought advisable, to pass, with or without amendment, a special resolution (the “Arrangement Resolution”) of CCE Shareholders, the full text of which is set forth in Appendix B to the accompanying management information circular (the “Circular”), to approve a statutory plan of arrangement (the “Plan of Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “BCBCA”) (the “Arrangement”), subject to the terms and conditions of an arrangement agreement (the “Arrangement Agreement”) dated April 9, 2025, as amended on July 29, 2025, entered into between Commerce and Mont Royal Resources Limited. (“Mont Royal”), as more particularly described in the Circular. 2. To receive the audited financial statements of the Corporation for the year ended October 31, 2024, and the accompanying report of the auditors. 3. To set the number of directors of the Corporation for the ensuing year at three (3). 4. To elect Jeremy Robinson, Ian Graham and Adam Ritchie as directors of the Corporation to hold office until the next annual general meeting of the Corporation, or until such time as their successors are duly elected or appointed in accordance with the Corporation’s constating documents. 5. To appoint DeVisser Gray LLP, Chartered Professional Accountants, as the auditors of the Corporation for the fiscal year ending October 31, 2025 and to authorize the directors of the Corporation to fix their remuneration. 6. To transact such further and other business as may properly come before the Meeting or any adjournment or adjournments thereof. The directors of the Corporation have fixed the close of business on August 29, 2025 as the record date (the “Record Date”) for the determination of the CCE Shareholders entitled to receive this notice of the Meeting (this “Notice of Meeting”). A CCE Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Corporation’s transfer agent, Odyssey Trust Company, by mail at Suite 350 – 409 Granville Street, Vancouver, British Columbia V6C 1T2 (Attention: Proxy Department) at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof. The time limit for the deposit of proxies may be waived or extended by the chairman of the Meeting at his discretion, without notice. A registered CCE Shareholder may also vote by telephone or via the internet by following the instructions on the applicable form of proxy. If a CCE Shareholder votes by telephone or via the internet, completion or return of the form of proxies is not needed. If you are a non-registered CCE Shareholder, please refer to “Part 5 – General Proxy Information – Non-Registered CCE Shareholders” of the Circular for information on how to vote your CCE Shares. Take notice that, pursuant to the Interim Order, each registered CCE Shareholder as of the close of business on the Record Date has been granted the right to dissent in respect of the Arrangement Resolution and, if the Arrangement -v- becomes effective, to be paid the fair value of the CCE Shares in respect of which such registered CCE Shareholder validly dissents, in accordance with the dissent procedures contained in Division 2 of Part 8 of the BCBCA, as modified and supplemented by the Interim Order, the Plan of Arrangement and the Final Order (as defined in the Circular). To exercise such right: (a) a written objection with respect to the Arrangement Resolution from the registered CCE Shareholder must be received by Osler, Hoskin & Harcourt LLP, 1055 Dunsmuir St, Suite 3000, Vancouver, BC V7X 1K8, Attention: Teresa Tomchak, by no later than 4:00 p.m. (Vancouver time) on October 8, 2025, being two business days prior to the date of the Meeting; (b) the registered CCE Shareholder must not have voted in favour of the Arrangement Resolution; and (c) the registered CCE Shareholder must have otherwise complied with the dissent procedures in Division 2 of Part 8 of the BCBCA, as modified and supplemented by the Interim Order, the Plan of Arrangement and the Final Order. The right to dissent is described in the Circular, and the text of each of the Plan of Arrangement, the Interim Order and Division 2 of Part 8 of the BCBCA is set forth in Appendix C, Appendix D and Appendix G, respectively, to the Circular. Failure to strictly comply with the provisions of the BCBCA, as modified and supplemented by the Interim Order, the Plan of Arrangement and the Final Order, may result in the loss of any right of dissent. The Circular accompanying this Notice of Meeting is incorporated into, and shall be deemed to form part of, this Notice of Meeting. DATED as of the 4th day of September, 2025. By Order of the CCE Board (signed) “Jeremy Robinson” Jeremy Robinson Director Commerce Resources Corp. - vi - TABLE OF CONTENTS NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS .................................. v Part 1. GENERAL MATTERS .............................................................................................................................. 10 Defined Terms ...................................................................................................................................................... 10 Information Contained in this Circular ................................................................................................................. 10 Information Contained in this Circular Regarding Mont Royal ........................................................................... 10 Financial Information ........................................................................................................................................... 10 Currency ............................................................................................................................................................... 11 Part 2. NOTICE TO CCE SECURITYHOLDERS IN THE UNITED STATES ............................................... 11 Part 3. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION............... 11 Part 4. SUMMARY.................................................................................................................................................. 12 The Meeting and Record Date .............................................................................................................................. 13 Purpose of the Meeting ......................................................................................................................................... 13 The Arrangement .................................................................................................................................................. 13 Background to the Arrangement ........................................................................................................................... 14 Fairness Opinion................................................................................................................................................... 14 Recommendation of the Special Committee with Respect to the Arrangement ................................................... 15 Recommendation of the CCE Board with Respect to the Arrangement ............................................................... 15 Reasons for the Arrangement ............................................................................................................................... 15 Commerce Voting and Lock-up Agreements ....................................................................................................... 17 Information Concerning Commerce ..................................................................................................................... 17 Information Concerning Mont Royal ................................................................................................................... 18 Information Concerning the Combined Company................................................................................................ 18 MRZ Equity Raise ................................................................................................................................................ 18 Court Approval of the Arrangement ..................................................................................................................... 19 The Arrangement Agreement ............................................................................................................................... 19 Conditions to the Arrangement Becoming Effective ............................................................................................ 19 Non-Solicitation Covenants.................................................................................................................................. 22 Termination of Arrangement Agreement and Termination Fee ........................................................................... 22 Regulatory Matters ............................................................................................................................................... 22 Securities Law Matters ......................................................................................................................................... 22 Dissent Rights....................................................................................................................................................... 23 Risk Factors Relating to the Arrangement............................................................................................................ 23 Procedure for Receipt of Consideration ............................................................................................................... 23 Fractional Shares .................................................................................................................................................. 24 Withholding Rights .............................................................................................................................................. 24 Effects of the Arrangement on CCE Shareholders’ Rights .................................................................................. 24 Certain Canadian Federal Income Tax Considerations ........................................................................................ 25 Part 5. GENERAL PROXY INFORMATION ..................................................................................................... 25 Solicitation of Proxies .......................................................................................................................................... 25 Appointment of Proxies ........................................................................................................................................ 25 Execution of Proxy ............................................................................................................................................... 26 Revocation of Proxies........................................................................................................................................... 26 Exercise of Discretion by Proxies ........................................................................................................................ 26 Non-Registered CCE Shareholders ........................................